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Published on 11/22/2016 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

WhiteWave gets consents to amend 5 3/8% notes due 2022 for Danone deal

By Susanna Moon

Chicago, Nov. 22 – WhiteWave Foods Co. said it obtained the needed majority of consents to amend its $500 million of outstanding 5 3/8% senior notes due 2022.

The consent solicitation ended at 5 p.m. ET on Nov. 21.

As announced Nov. 14, WhiteWave was soliciting consents related to the company’s plan to merge with Danone SA with the company becoming an indirect wholly owned subsidiary of Danone.

The company and Danone are working to obtain regulatory approval, with the deal expected to close in the first quarter of 2017; however, there is no assurance that this will occur, according to a company announcement.

WhiteWave was asking to amend the notes to modify the reporting covenants so that, after the merger, as long as Danone provides a guarantee of the company’s obligations, Danone will provide its periodic and current reporting in lieu of the company.

The amendments also state that the merger does not constitute a change of control as long as Danone provides an unconditional guarantee of the company’s obligations. Danone has no obligation to guarantee the 2022 notes, and there can be no assurance that Danone will provide that guarantee, the company noted.

The solicitation was contingent on obtaining consents from holders of at least a majority of the outstanding notes, voting together as a single class.

The cash consent payment will be $2.50 for each $1,000 principal amount.

The solicitation agents are MUFG Securities Americas Inc. (877 744-4532, 212 405-7481 or +44 207 577 4048/4218), J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424) and BNP Paribas Securities Corp.

Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the information agent and tabulation agent.

WhiteWave is a Denver-based consumer packaged food and beverage company.


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